ANNUAL CORPORATE GOVERNANCE REPORT 2022

ISSUER IDENTIFICATION DETAILS

Year end-date:31/12/2022

TAX ID (NIF): A-48027056

Company name: ELECNOR, S.A.

Registered office: C. del Marqués de Mondéjar, 33, 28028 Madrid

ELECNOR, S.A. ANNUAL CORPORATE GOVERNANCE

REPORT FOR THE 2022 FINANCIAL YEAR

In compliance with the legal obligations and based on the standard form circulated by the CNMV (Spain's National Securities Market Commission), the Board of Directors of ELECNOR, S.A. (hereinafter "Elecnor" or "the Company") has prepared this Annual Corporate Governance Report (hereinafter "the REPORT") for the financial year ended 31 December 2022.

The REPORT was approved by the Company's Board of Directors at its meeting held on 22 February 2023 and shall immediately be notified and sent to the CNMV by electronic means for its dissemination.

The REPORT shall also be made available to the shareholders upon publication of the announcement of the call to meet at the Annual General Shareholders' Meeting to decide on the approval of the Annual Financial Statements for the financial year ended 31 December 2022.

2

  1. OWNERSHIP STRUCTURE

A.1. Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company's articles of association contain the provision of double loyalty voting:

No

Yes  Date of approval at the general meeting dd/mm/yyyy

Minimum period of uninterrupted ownership required under the articles of association

Indicate whether the company has awarded votes for loyalty:

No

Yes 

Number of

Number of

Total number

voting

additional

of voting

Date of last

Share

rights (not

attributed voting

rights,

Number of

including

rights

including

change of

capital

shares

additional

corresponding to

additional

share capital

(€)

loyalty-

shares with a

loyalty-

attributed

loyalty vote

attributed

votes)

votes

20/05/2009

8,700,000

87,000,000

87,000,000

Number of shares entered on the special register pending completion of the loyalty period

Not applicable.

Indicate whether there are different classes of shares with different associated rights:

Yes 

No

Number of

Number of

Rights and

Class

Par value

obligations

shares

voting rights

conferred

A.2. List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

3

From the total number

of voting rights

attributed to the shares,

% of voting rights

indicate, where

Name or

attributed to the

% of voting rights through

% of total

appropriate, the

company

shares (including

financial instruments

additional votes

voting

name of

votes for loyalty)

attributed

rights

shareholder

corresponding to the

shares with a loyalty

vote

Direct

Indirect

Direct

Indirect

Direct

Indirect

CANTILES XXI,

52.759%

52.759%

S.L.

FRANCISCO

GARCÍA

3.013%

3.013%

PARAMÉS

Breakdown of the indirect holding:

From the total number

% of voting

of voting rights

attributed to the shares

rights

% of voting

Name or

% of

indicate, where

Name or company

attached to

rights

company name

total

appropriate, the

name of the direct

shares

through

of the indirect

voting

additional votes

owner

(including

financial

owner

rights

attributed

votes for

instruments

corresponding to the

loyalty)

shares with a loyalty

vote

COBAS SELECCIÓN,

F.I.; COBAS IBERIA,

F.I.; COBAS RENTA,

F.I.; COBAS

SELECCIÓN, F.I.;

Cobas Lux SICAV:

Cobas Selection

Fund; Cobas Lux

SICAV: Cobas Large

Cap Fund; Cobas

FRANCISCO

Mixto Global, F.P.;

Cobas Global, F.P.;

GARCÍA

3.013%

3.013%

AZ Multi Asset.

PARAMÉS

Subfund: AZ Multi

Asset - Bestvalue;

COBAS

CONCENTRADOS,

F.I.L.; ALTERNATIVE

FUND SICAV-SIF-

COBAS

CONCENTRATED

VALUE FUND;

COBAS VALUE,

SICAV, S.A.

Indicate the most significant changes in the shareholder structure during the year:

On 3 June 2022, SANTANDER ASSET MANAGEMENT, S.A., SGIIC reported the loss of its status as a significant shareholder in Elecnor, S.A. to the CNMV as a result of having transferred a portion of its voting rights in the company, leaving it with an indirect holding of 2.790% in its share capital.

On the other hand, on 7 June 2022, Francisco García Paramés informed the CNMV that he had become a significant shareholder in Elecnor, S.A. after indirectly reaching over 3% of the voting rights attributed to the shares, the details of which are given in the tables above.

A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the

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company or through financial instruments, whatever the percentage, excluding the directors who have been identified in section A.2 above:

From the total number of

voting rights attributed

% of voting rights

to the shares, indicate,

% of voting rights

where appropriate, the

Name or

attributed to the

% of total

through financial

% of the additional

shares (including

company name

instruments

voting

votes attributed

loyalty votes)

of director

rights

corresponding to the

shares with a loyalty

vote

Direct

Indirect

Direct

Indirect

Direct

Indirect

JAIME REAL DE

0.036%

0.036%

ASÚA ARTECHE

IGNACIO PRADO

0.464%

0.464%

REY-BALTAR

MIGUEL

0.164%

0.004%

0.169%

CERVERA EARLE

ISABEL DUTILH

0.010%

0.010%

CARVAJAL

JOAQUÍN GÓMEZ

DE OLEA

0.001%

0.115%

0.116%

MENDARO

CRISTÓBAL

GONZÁLEZ DE

AGUILAR

0.135%

0.135%

ALONSO-

URQUIJO

IRENE

HERNÁNDEZ

0.007%

0.007%

ÁLVAREZ

JUAN LANDECHO

0.003%

0.082%

0.085%

SARABIA

SANTIAGO LEÓN

0.414%

0.414%

DOMECQ

RAFAEL MARTÍN

DE BUSTAMANTE

0.025%

0.025%

VEGA

MIGUEL

1.011%

1.011%

MORENÉS GILES

RAFAEL PRADO

0.148%

0.148%

ARANGUREN

EMILIO YBARRA

0.011%

0.011%

AZNAR

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Elecnor SA published this content on 10 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2023 22:36:02 UTC.